Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Senior Secured Notes Offering

General

On December 29, 2025, TeraWulf Inc. (the "Company") announced the completion of the previously announced private offering by Flash Compute LLC ("Flash Compute") of 7.250% Senior Secured Notes due 2030 (the "notes"). Flash Compute is a wholly owned subsidiary of FS CS I LLC, a Delaware limited liability company ("JV Partners Holdco"), whose equity interests are owned 50.1% by Big Country Wulf LLC (the "TeraWulf Member"), a subsidiary of TeraWulf, and 49.9% by Fluidstack CS I Inc., a wholly-owned indirect subsidiary of Fluidstack Ltd. The notes were sold under a purchase agreement, dated as of December 18, 2025, entered into by and among Flash Compute, Abernathy Data LLC (the "Guarantor"), and Morgan Stanley & Co. LLC, as representative of the initial purchasers thereto (the "Initial Purchasers"), for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. The aggregate principal amount of notes sold in the offering was $1.3 billion.

The notes were issued at a price equal to 100% of their principal amount. Flash Compute intends to use the net proceeds from the offering to finance a portion of the cost of construction of a data center campus in Abernathy, Texas (the "Abernathy HPC Campus"), to fund debt reserves, to fund $75 million of cash collateral to secure the Guarantor's obligations under a certain letter of credit, and to pay fees and expenses in connection with the foregoing.

Maturity and Interest Payments

On December 29, 2025, JV Partners Holdco, Flash Compute and the Guarantor entered into an indenture (the "Indenture") with respect to the notes with Wilmington Trust, National Association, as trustee (the "Trustee"). The notes are senior secured obligations of Flash Compute and bear interest at a rate of 7.250% per year payable semi-annually in arrears on June 30 and December 31 of each year, beginning on June 30, 2026. The notes will mature on December 31, 2030, unless earlier redeemed or repurchased in accordance with their terms.

Amortization of Principal

The principal amount of the notes will amortize on a semi-annual basis on June 30 and December 31 of each year in amounts based on schedules in the Indenture. No amortization will be payable prior to the completion of the Abernathy HPC Campus. Required amortization shall be subject to adjustment in case of partial redemption or repurchase or, in certain circumstances, the issuance of additional notes.

Redemption

On or after December 31, 2027, Flash Compute may redeem the notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest.

Prior to December 31, 2027, Flash Compute may redeem the notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a "make-whole" premium and accrued and unpaid interest, if any. In addition, prior to December 31, 2027, Flash Compute may redeem up to 40% of the aggregate principal amount of the notes (which includes additional notes, if any) in an amount not to exceed the amount of the proceeds of certain equity offerings at the redemption price set forth in the Indenture, plus accrued and unpaid interest.